HomeMy WebLinkAboutC06-289
AGREEMENT BETWEEN EAGLE COUNTY
AND
Solara, LLC
This Agreement ("the Agreement"), made this 26th day of September, 2006, between Eagle
County, Colorado ("County") and Solara, LLC. ("Contractor"),
WITNESSETH:
Whereas, County, through its Department of Health and Human Services ("HHS"), works to
promote the health, safety and welfare of County residents of all ages; and
Whereas, among the services County provides in order to promote such health, safety and
welfare are funds to enhance the quality of the community licensed child care; and
Whereas, Contractor is a provider of licensed child care and wishes to contract with County to
provide such services to County residents in need thereof.
Now, therefore, in consideration of the foregoing premises and the following promises,
County and Contractor enter into this Agreement.
Article I: SCOPE
Contractor shall provide licensed care for up to 60 children between the ages of 2 years and
six years in Eagle County, Colorado.
Article II: TERM
This Agreement shall commence on September 15, 2006 and shall terminate on June 30,
2007.
Article III: COMPENSATION
A. Eagle County agrees to reimburse the Contractor for expenses associated with increasing
child care capacity and assuring quality care. The approved- items under this agreement
include: playground equipment and surfaces, shade structures, and classroom furnishings.
Items allowable and not allowable for reimbursement are detailed in Attachment A. The
maximum amount of reimbursement under this agreement is $ 40,000.
B. If, prior to payment of compensation or reimbursement for services but after submission
to County of a request therefor by Contractor, County reasonably determines that payment as
requested would be improper because the services were not performed as prescribed by the
provisions of this Agreement, the County shall have no obligation to make such payment. If,
at any time after or during the Term or after termination of this Agreement as hereinafter
provided or expiration of this Agreement, County reasonably determines that any payment
theretofore paid by County to Contractor was improper because the services for which
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payment was made were not performed as prescribed by the provisions of this Agreement,
then upon written notice of such determination and request for reimbursement from County,
Contractor shall forthwith return such payment to County. Upon termination of this
Agreement as hereinafter provided or expiration of the Term, any unexpended funds
advanced by County to Contractor shall forthwith be returned to County.
IV. TERMINATION
County may terminate this Agreement at any time and for any reason or no reason upon
written notice to Contractor specifying the date of termination, which date shall be not less
than ten (10) days from the date of the notice. In the event Contractor files for bankruptcy or
is deelared bankrupt or dissolves, County may declare in writing that this Agreement is
terminated, and all rights of Contractor and obligations of County, except for payment of
accrued but unpaid fees and expenses, shall terminate immediately.
V. CONTRACTOR'S DUTIES
A. All funds received by Contractor under this Agreement shall be or have been expended
solely for the purpose for which granted, and any funds not so expended, including funds lost
or diverted for other purposes, shall be returned to County.
B. The Contractor agrees to enter into and maintain a child care fiscal agreement with Eagle
County and to accept children under the Colorado Child Care Assistance Program (CCAP)
who are appropriate for the Contactor's program. The Contractor is not required to give
priority to CCAP eligible children.
C. The Contractor shall comply with all applicable rules and laws governing the licensing of
child care programs by the Colorado Division of Child Care. The Contractor shall be solely
responsible for ensuring proper licensing and credentialing of those providing services under
this Agreement. If the program fails to be licensed between September 15, 2006 and
Deeember 31, 2009, all funds provided under this agreement shall be reimbursed by the
Contractor to the County.
D. Contractor shall maintain, for a minimum of 3 years, adequate financial and programmatic
reeords for reporting to County on performance if its responsibilities hereunder. Contractor
shall be subject to fmancial audit by federal, state or county auditors or their designees.
Contractor authorizes County to perform audits or to make inspections during normal
business hours, upon 48 hours notice to Contractor, for the purpose of evaluating performance
under this Agreement. Contractor shall cooperate fully with authorized FIRS representatives
in the observation and evaluation of the program and reeords. Contractor shall have the right
to dispute any claims of misuse of funds and seek an amicable resolution with County.
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E. In rendering its services hereunder, Contractor shall comply with the highest standards of
customer service to the public. Contractor shall provide appropriate supervision of its
employees to ensure the maintenance of these high standards of customer service and
professionalism, the performance of such obligation to be determined at the sole discretion of
County. In the event that County finds these standards of customer service are not being met
by Contractor, County may terminate this Agreement, in whole or in part, upon ten (10) days
notice to the Contractor.
F. The Contractor agrees to submit a copy of the contractor's child care license and CCAP
fiscal agreement to the County.
G. Contractor shall comply with the requirements of the Civil Rights Act of 1964 and Section
504, Rehabilitation Act of 1973, concerning discrimination on the basis of race, color, sex,
age, religion, political beliefs, national origin, or handicap.
H. Contractor shall notify HHS immediately of all reports of suspected child abuse or neglect
involving Contractor, including, but not limited to, employees, volunteers and clients directly
to HHS Youth and Family Services Division - (970) 704-2760.
K. The Contractor shall submit receipts for expenditures to the County. Reimbursement for
expenditures will be paid through the County's usual bill paying process. Billings must be
submitted by the fifth working day of the subsequent month in order to be eligible for
reimbursement. All requests for reimbursement must be documented with receipts. The
Contractor may request advances on expenses. All advances on expenses must be reconciled
with receipts to Eagle County HHS at the close of the following month.
L. The Contractor agrees to acknowledge the assistance of Eagle County Government in
establishing quality child care at Solara in news releases and community communications.
The Contractor agrees to install a permanent and suitable plaque in the building or at an
entryway into the playground acknowledging the assistance of Eagle County Government in
the completion of the Solara facility.
VI. NOTICE
Any notice required under this Agreement shall be given in writing by registered or certified
mail; return receipt requested which shall be addressed as follows:
COUNTY: CONTRACTOR:
Eagle County Health &, Human Services Solara, LLC
P. O. Box 660 0064 Favre Lane
Eagle, CO 81631 El Jebel, CO 81623
Notice shall be deemed given three (3) days after the date of deposit in a regular depository of
the United States Postal Service. \ \)'P
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VII. ASSIGNMENT
Contractor shall not assign any of its rights or duties under this Agreement to a third party
without the prior written consent of County. County shall terminate this Agreement in the
event of any assignment without its prior written consent of County.
VIII. MODIFICATION
Any revision, amendment or modification of this Agreement shall be valid only if in writing
and signed by all parties.
Ix.. INSURANCE
At all times during the term of this Agreement, Contractor shall maintain in full force and
effect the following insurance:
Type of Insurance
Workers' Compensation
Employers Liability, including occupational
Disease
Coverage Limits
Statutory
$500,000
Comprehensive General Liability, including
broad form property damage
$150,000 per person and
$600,000 per occurrence or as
specified in the Colorado
Governmental Immunity Act,
whichever is greater.
Contractor shall purchase and maintain such insurance as required above and shall provide
certificates of insurance in a form acceptable to County upon execution of this Agreement.
X. MISCELLANEOUS
A. The relationship of Contractor to County is that of independent contractor. No agent,
employee or volunteer of Contractor shall be deemed to be an agent, employee or volunteer of
County.
B. In the event of litigation in connection with this Agreement, the prevailing party shall be
entitled to recover all reasonable costs incurred, including attorney fees, costs, staff time and
other claim related expense.
C. Invalidity or unenforceability of any provision of this Agreement shall not affect the other
provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable
provision was omitted.
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D. Contractor shall indemnify and hold harmless County, its Board of Commissioners, and
the individual members thereof, its agencies, departments, officers, agents, employees,
servants and its successors from any and all demands, losses, liabilities, claims or judgments,
together with all costs and expenses, including but not limited to attorney fees, incident
thereto which may accrue against, be charged to or be recoverable from County, its Board of
Commissioners, and the individual members thereof, its agencies, departments, officers,
agents, employees, servants and its successors, as a result of the acts or omissions of
Contractor, its employees or agents, in or in part pursuant to this Agreement or arising
directly or indirectly out of Contractor's exercise of its privileges or performance of its
obligations under this Agreement.
E. Contractor shall comply at all times and in all respects with all applicable federal, state
and local laws, resolutions, and codes.
F. Notwithstanding anything to the contrary contained in this Agreement, County shall have
no obligations under this Agreement after, nor shall any payments be made to Contractor in
respect of any period after, December 31st of the calendar year of the Term of this
Agreement, without an appropriation therefore by County in accordance with a budget
adopted by the Board of
County Commissioners in compliance with the provisions of Article 25, Title 30 of the
Colorado Revised Statutes, the Local Government Budget Law (CR.S. 29-1-101 et.seq.) and
the TABOR Amendment (Colorado Constitution, Article X, Sec. 20).
G. This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and
venue for any suit, right or cause of action arising under, or in connection with this
Agreement shall be exclusive in Eagle County, Colorado.
H. This Agreement supersedes all previous communications, negotiations and/or agreements
between the respective parties hereto, either verbal or written, and the same not expressly
contained herein are hereby withdrawn and annulled. This is an integrated agreement and there
are no representations about any of the subject matter hereof except as expressly set forth in this
Agreement.
1. This Agreement does not, and shall not be deemed or construed to, confer upon or grant to
any third party or parties any right to claim damages or to bring any suit, action or other
proceeding against either Contractor or County because of any breach hereof or because of any
of the terms, covenants, agreements and conditions herein.
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J. Contractor certifies that it has read the Agreement, understands each and every term and the
requirements set forth herein, and agrees to comply with the same.
In Witness Whereof, County and Contractor have executed this Agreement in triplicate on the
date set forth above. Two counterparts have been delivered to County and one to Contractor.
CONTRACTOR: Solara, LLC
By:
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Attachment A
ALLOW ABLE ACTIVITIES UNDER
THE CHILD CARE AND DEVELOPMENT FUND
Funds may be spent for the following:
. Activities designed to provide comprehensive consumer education to parents and the public;
. Activities that increase parental choice;
. Activities designed to improve the quality and availability of child care; this may include the purchase of
equipment and/or supplies purchased as a part of a plan or project specifically designed to increase the
quality of child care.
. Operating directly, or providing financial assistance, for the development, establishment, expansion,
operation, and coordination of resource and referral programs specifically related to child care;
. Making grants or providing loans to child care providers to assist such providers in meeting applicable
State, local, and tribal child care standards, including applicable health and safety requirements;
. Providing training and technical assistance in areas appropriate to the provision of child care services,
e.g.; training in health and safety, nutrition, first aid, the recognition of communicable diseases, child
abuse detection and prevention, and care of children with special needs;
. Improving salaries and other compensation (such as fringe benefits) for full-and part4ime staff who
provide child care; and
. Minor remodeling to upgrade child care facilities to assure that providers meet State and local child care
standards, including applicable health and safety requirements. This may include sectarian organizations.
. Any other activities that are consistent with the intent of this section.
ACTIVITIES THAT ARE NOT ALLOWED UNDER THE CmLD CARE AND DEVELOPMENT FUND
Funds may not be spent for the following:
. The purchase or improvement of land,
. The purchase, construction, or permanent improvement of any building or facility.
. Sectarian purposes or activities with the exception of minor remodeling to upgrade child care facilities as
described above.
. Tuition. Funds may not be expended for students enrolled in grades 1 through 12 for:
Any service provided to such students during the regular school day;
Any service for which such students receive academic credit toward graduation;
Any instructional services that supplant or duplicate the academic program of any public or private
school.
. Used as the non-Federal share for other Federal grant programs.
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